Terms of Use

Your right to access and use this Web site is conditioned upon your agreement to be bound by the following terms and conditions. Please read them carefully. The section titles below are for convenience only and have no legal or contractual effect.

CONTENT

The content posted on this Web site is the sole property of DirectEdge ECN LLC, its affiliates or subsidiaries (collectively, "DirectEdge"), unless otherwise indicated, and is protected by applicable copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content available on this Web site may only be downloaded, displayed, reformatted and printed for your personal, non-commercial use. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Web site to anyone, including but not limited to, others in the same company or organization as you without DirectEdge's express prior written consent.

Certain sections of or pages on this Web site may contain separate terms and conditions, which are in addition to these terms and conditions. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or pages.

Unauthorized use of DirectEdge's Web site and systems, including, but not limited to, unauthorized entry into DirectEdge's systems or misuse of any information is strictly prohibited. You may not use this Web site in any manner that could damage, disable, overburden or impair any DirectEdge site or service or interfere with any other party's use and enjoyment of any DirectEdge site or service. You may not attempt to gain unauthorized access to any DirectEdge site or service, computer systems or networks connected to any DirectEdge site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Web site that are contrary to applicable laws or regulations.

NO WARRANTY

THE CONTENT OF THIS WEB SITE IS PROVIDED "AS IS" AND "AS AVAILABLE". DirectEdge MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE CONTENT OF THIS WEB SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. DirectEdge FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY: (i) THAT THE CONTENT WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THAT THE AVAILABILITY OF THE WEB SITE OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH DirectEdge OR ANY TRANSACTIONS ENTERED INTO WITH DirectEdge OR (iv) THAT ANY ERRORS IN THE WEB SITE OR THE CONTENT WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY DirectEdge, ITS EMPLOYEES, LICENSEES OR THE LIKE WILL CREATE A WARRANTY OR GUARANTY, NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY

IN NO EVENT WILL DirectEdge BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THIS SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF DirectEdge, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. HYPERLINKS TO OTHER INTERNET RESOURCES ARE AT YOUR OWN RISK; THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY DirectEdge.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless DirectEdge, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, liabilities, damages, costs or expenses, including reasonable attorneys' fees, resulting from any third party claim, action or demand arising out of or related to (i) your access to and use of this Web site; (ii) your breach or violation of any term, condition, representation or warranty contained herein; and (iii) your violation of state or federal securities laws or regulations or any other person's rights, including but not limited to infringement of any intellectual property, proprietary or privacy right of any third party.

CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right at any time to change these terms and conditions, or to change or discontinue any aspect or feature of this Web site, including, but not limited to, its content, hours of availability or the equipment needed for access or use. Any changes to these terms and conditions will be binding and effective immediately after posting on this Web site. Your continued access to and use of this Web site shall constitute your acceptance of any such changed terms. No employee, contractor, agent or representative of DirectEdge or its subsidiaries is authorized to alter or amend these terms and conditions except by means of a written document signed by you and an authorized officer of DirectEdge.

GOVERNING LAW

These terms and conditions, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of New York, as if these terms and conditions were a contract wholly entered into and wholly performed within the state of New York.

SEC RULE 605/ REPORTS DISCLAIMERS

The reports and the other data and information here (together the "Reports") are proprietary to DirectEdge. DirectEdge, in providing the Reports, does not endorse any particular security or market participant.

THE REPORTS ARE "AS IS", "WITH ALL FAULTS". BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERRORS AS WELL AS OTHER FACTORS, DIRECT EDGE MAKES NO GUARANTEE THE REPORTS ARE ERROR FREE AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO TIMELINESS, SEQUENCE, ACCURACY, AVAILABILITY, OR COMPLETENESS OF THE REPORTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN OR RELATED TO THE REPORTS OR THEIR USE. RECIPIENT SHOULD PROMPTLY NOTIFY DirectEdge OF ERRORS AND DirectEdge WILL REVIEW AND WORK TO CORRECT ERRORS.

DirectEdge SHALL NOT BE LIABLE IN ANY WAY TO THE USER OR TO ANY OTHER INDIVIDUAL OR ENTITY FOR ANY UNAVAILABILITY, DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE REPORTS OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON OR FOR ANY DAMAGES, WHETHER IN TORT, CONTRACT OR OTHERWISE (UNLESS DUE TO WILLFUL TORTIOUS MISCONDUCT OR GROSS NEGLIGENCE ARISING THEREFROM, OR OCCASIONED THEREBY) OR BY REASON OF NONPERFORMANCE, OMISSION, INTERRUPTION, OR TERMINATION, OF THE REPORTS OR THE SERVICE BY WHICH THEY ARE PROVIDED FOR ANY CAUSE WHATSOEVER.

UNDER NO CIRCUMSTANCES WILL DirectEdge BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES.

ARCHIVED INFORMATION AND FORWARD LOOKING STATEMENTS

The matters described herein, including any reports filed with the Securities and Exchange Commission, may contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond DirectEdge's control, which could cause actual results to differ materially from historical results, performance or other expectations and from any opinions or statements expressed with respect to future periods. These factors include, but are not limited to, DirectEdge's ability to implement its growth strategies, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, intellectual property rights and other factors detailed in the Company's registration statement and periodic reports filed with the Securities and Exchange Commission.

Other factors and assumptions not identified above were also involved in the derivation of these forward looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected.

DirectEdge undertakes no obligation to update or revise publicly any forward looking statement whether as a result of new information, future events or otherwise. Readers should carefully review the other documents and periodic reports filed by the Company with the Securities and Exchange Commission.

The matters described herein may include certain non-GAAP financial measures as defined under SEC Regulation G. In such an event, a reconciliation of those measures to the most directly comparable GAAP measures can be downloaded from the investor relations portion of this Web site.

NOTICE REGARDING PRIVACY AND CONFIDENTIALITY

DirectEdge may, at its discretion, monitor and review the content of all e-mail communications.

© Copyright 2005. DirectEdge ECN LLC. All rights reserved.